and Restated By-Laws of Alico, Inc.
March 31, 2006 Board of Directors Meeting)
principal office of the Company shall be at 640 South Main Street, La Belle,
Florida, or such other place in the state of Florida, as the Board of Directors
shall from time to time deem advisable and in the best interest of the
Time and Notice of Stockholders Meetings.
annual meeting of the stockholders shall be held at the principal office of
Company or at such other place, either within or without the state of Florida,
as may be provided in the notice of the meeting, at a time during the period
November 30 through January 31 or each year or on such other date as may be
ordered by the Board of Directors. Special meetings of the stockholders may
held at any time, either within or without the state of Florida, as provided
the notice of the meeting, and may be called by the Chairman of the Board,
Executive Officer, President, the Board of Directors, or the holders of not
than one-tenth of the capital stock entitled to vote at the meeting. Notice
time and place of any meeting of stockholders shall be given as required under
the laws of the state of I Florida. Any stockholder may waive notice of any
meeting either before, at or after the meeting.
and Voting by Stockholders.
meeting of the stockholders, a majority in interest of all the capital stock
issued and utstanding and entitled to vote, represented by stockholders of
record either in person or by proxy, shall constitute a quorum, but a less
interest may adjourn a meeting from time to time and the meeting may be held
adjourned without further notice. When a quorum is present at any meeting,
majority in interest of the capital stock represented thereat shall decide
question brought before such meeting, unless the question be one which by
express provision of law, or of these By-Laws, a larger or different vote is
required, in which case such express provision shall govern.
holder of the capital stock of the Company shall be entitled to one vote for
each share of capital stock standing in his/her name on the books of the Company
as provided under the laws of the state of Florida. A stockholder may vote
either in person or by proxy executed in writing and filed with the Secretary
before the meeting at which such proxy shall be voted. A proxy shall entitle
holder thereof to vote at any adjournment of such meeting, but shall not be
valid after the final adjournment thereof.
Election and Duties of Directors: Vacancies in Board.
management of the business and affairs of the Company shall be vested in a
of Directors ranging from seven (7) to eleven (11), which shall have all of
powers possessed by the Company itself, so far as this designation of authority
is not inconsistent with the laws of the state of Florida, the Articles of
Incorporation, or some other express provision of these By-Laws. The number
Directors may be increased or decreased from time to time by amendment of the
By-Laws consistent with the limitations provided in the Articles of
Incorporation, but no decrease shall have the effect of shortening the tem
any incumbent director
annual meeting of the stockholders, the stockholders shall elect Directors
hold office until the next succeeding annual meeting or until their respective
successors shall be elected and qualified. The Board of Directors shall
designate and appoint one of its members as Chairman of the Board, and one
its members as Vice Chairman of the Board. The stockholders, at any special
meeting, may remove from office any Director of the Company and may fill the
vacancy caused by such removal.
vacancy occurring in the Board of Directors because of death, resignation,
removal, or otherwise, may be filled by the affirmative vote of a majority
the remaining Directors though less than a quorum of the Board of Directors.
Director elected to fill a vacancy shall be elected for the unexpired term
his/her predecessor in office.
Meetings of the Board of Directors, regular or special, may be held either
within or without the state of Florida.
of Directors shall meet each year immediately after the annual meeting of the
stockholders for the purpose of organization, election of officers, and the
consideration of any other business that may properly be brought before the
meeting. No notice of any kind to either old or new members of the Board of
Directors for such annual meeting shall be necessary.
meetings of the Board of Directors may be held at any time or place upon notice
thereof being given in writing to each Director at his/her residence or place
business upon the call by the President or the Secretary or two or more
any such other meeting of the Board of Directors may be waived in writing signed
by the person or persons entitled to such notice, whether before or after the
time of such meeting, and shall be equivalent to the giving of such notice.
Attendance of a Director at such other meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business, because such
meeting is not lawfully convened.
action of the Board of Directors which is required or permitted to be taken
meeting may be taken without a meeting if written consent to the action signed
by all members of the Board is filed in the minutes of the proceedings of the
Board prior to the taking of such action.
Board of Directors.
majority of the Board of Directors shall constitute a quorum for the transaction
of business, but a less number may adjourn any meeting from time to time, and
the meeting may be held so adjourned without further notice. The act of a
majority of the Directors present at a meeting, at which a quorum is present,
shall be the act of the Board of Directors, except as otherwise provided by
or by these By- Laws.
Board of Directors may, by resolution adopted by a majority of the Board,
designate one or more committees and appoint Board members to serve on such
committees pursuant to Section 607.0825, Florida Statutes, each committee to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors or the Charter of said committee,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business, property, and affairs of the
Corporation except as set forth in Section 607.0825 of the Florida Statutes.
Board of Directors shall approve a Charter for each of its committees. Such
charter may include the duration and authority of the committee. Each committee
which has been established by the Board of Directors pursuant to these Bylaws
may fix its own rules and procedures; provided that a majority of all the
members of a committee shall constitute a quorum for the transaction of
business, and the vote of a majority of all the members of a committee present
at a meeting at which a quorum is present shall be the act of the committee.
Notice of meetings of committees, other than of regular meetings provided for
committee rules, shall be given to committee members. All action taken by
committees shall be recorded in minutes of the meetings.
Company shall have an Audit Committee, a Compensation Committee, a Nominating
and Governance Committee, and a Strategic Planning Committee, each to be
governed by the charters adopted by the Board of Directors.
How Appointed, Vacancies.
officers of the Company shall be a Chairman of the Board, a Vice Chairman of
Board, a President, one or more Vice Presidents, a Chief Financial Officer,
Controller, a Secretary, a Treasurer, and such other officers, assistant
officers and agents as may be deemed necessary by the Board of
person may hold two or more offices except that the President may not also
the Secretary or an Assistant Secretary.
officers shall be chosen annually by the Board of Directors at its annual
meeting, or as soon thereafter as may conveniently be possible.
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interests of the
Company will be served thereby.
vacancy in any office because of death, resignation, removal, or otherwise,
shall be filled by the Board of Directors, and the officer so elected or
appointed shall hold office until his/her successor is chosen and
of the Board.
Chairman of the Board shall preside at all meetings of the Board of Directors
present, and shall, in general, perform all duties incident to the office of
Chairman of the Board and such other duties as from time to time may be assigned
to him by the Board of Directors.
President/Chief Operating Officer of the Company shall be the chief operating
officer and shall have general supervision of the business of the Company under
the direction of the Chief Executive Officer and Board of Directors, and shall
perform such other duties as the Chief Executive Officer or the Board of
Directors may prescribe.
Executive Officer of the Corporation shall have the general and active
management of the business of the Corporation. The Chairman of the Board or
President shall be the Chief Executive Officer, subject to the control of the
Board of Directors, as may be fiom time to time designated by resolution of
Board of Directors.
President shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe or as the President may from time
time delegate to him/her. In case of the absence or inability of the President
to act, any Vice President, at the direction of the President or of the Board
Directors, may temporarily act in his/her place.
Secretary shall keep accurate minutes of the meetings of the stockholders and
the Board of Directors, shall see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law; shall be custodian
of the records and of the seal of the Company and see that the seal is affixed
to all documents the execution of which on behalf of the Company under its
is duly authorized in accordance with the provisions of these By-Laws; and
general shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him/her by the Board of
Directors or the President.
Treasurer shall be the financial officer of the Company and shall have custody
of all of the monies of the Company and shall keep accurate records and accounts
thereof which shall be subject to the inspection and control of the Board of
Directors at all times. He/she shall, in general, perform all the duties
incident to his/her office and such other duties as may from time to time be
assigned to him/her by the Board of Directors or by the President. The Treasurer
shall if required so to do by the Board of Directors give the Company a bond
such amount and with such surety or sureties as may be ordered by the Board
Directors for faithful performance of the duties of his/her office.
Controller shall be the accounting officer of the Company and shall keep
accurate books and records of accounts to show all of the Company's
transactions. He/she shall perform all other duties incident to his/her office
and such other duties as may from time to time be assigned to him/her by the
Board of Directors or by the President.
certificates shall be in a form not inconsistent with the Articles
ofIncorporation and as shall be approved by the Board of Directors. All
certificates shall be consecutively numberedand shall show the name of the
person owning the share orshares, the number of shares owned and the date of
issuance thereof, and shall be signed by the President or a Vice President
be attested by the Secretary or an Assistant Secretary with the corporate seal
affixed thereto. Where any such certificate is signed by a transfer agent or
assistant transfer agent, other then the Company itself, or by a transfer clerk
acting on behalf of the Company and a registrar, the signature of any officer
herein named may be facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased
be such officer before such certificate is issued, it may be issued by the
Company with the same effect as if he/she were such officer at the date of
shares of stock shall be transferred as provided by the laws of the state of
Florida. No transfer shall affect the right of the Company to pay any dividend
due upon the stock or to treat the holder of record as the holder in fact until
such transfer is recorded on the books of the Company or a new certificate
issued to the person to whom it has been so transferred. It shall be the duty
every stockholder to notify the Company of his/her post office
Mortgages, Contracts, Etc.
Mortgages, Contracts, Etc. Subject always to specific directions of the Board
Directors, all deeds, mortgages, bonds, promissory notes, leases and other
written contracts and agreements to which the Company is a party shall be
executed in its name by the Chairman of the I Board, Chief Executive Officer,
President or any Vice President and attested by the Secretary or an Assistant
Secretary, and the Secretary or Assistant Secretary, when necessary or required,
shall affix the corporate seal thereto.
of Directors and Officers.
Company shall indemnify each Director and Officer against expenses, costs and
liabilities actually and necessarily incurred or paid by him/her in connection
with the defense of any action, suit or proceeding in which he/she is made
party by reason of him/her being or having been a Director or Officer of the
Company except in relation to matters as to which he/she shall be adjudged
such action, suit or proceeding to be liable for negligence or misconduct in
performance of his/her duties as such Director or Officer, and such right of
indemnification hereby conferred shall not be deemed exclusive of any other
rights to which he/she may be entitled under any By-Law, agreement, vote of
stockholders or otherwise.
By-Laws may be amended, added to, altered or repealed at any meeting of the
Board of Directors by the affirmative vote of a majority of the entire Board
Directors provided that notice is given in the call of said meeting that an
amendment, addition, alteration or repeal is to be acted upon.
stockholders of the Company at any annual or special meeting may also, by the
affirmative vote of a majority in interest of the capital stock issued and
outstanding and entitled to vote, amend, add to or repeal these By-Laws,
provided that notice is given in the call of said meeting that an amendment,
addition, alteration or repeal is to be acted upon. The Board of Directors
not amend, alter or repeal any By-Law adopted by the stockholders.
corporation exercises its right, pursuant to Section607.109(5) of the Florida
Statutes, to avoid the provisions pertaining to control-share acquisitions
contained in Sections 607.109,607.244(c) and 607.247(2), Florida